When is a contractual licence irrevocable? Is an injunction available to restrain unlawful revocation?

A contractual licence is not irrevocable simply because there is no express provision concerning revocation. It depends on the intention of the parties. If need be, a term concerning revocation can be implied to give efficacy to the agreement.

Winter Garden Theatre (London) Limited v Millenium Productions Limited ([1948] AC 173, HL) concerned a contractual licence of a theatre. It contained no term that would allow the licensor to revoke it and no stated term date. The licensor gave the licensee one month’s notice to leave the theatre. The licensee sought a declaration that the licensor was not entitled to revoke the licence. The House of Lords held that, on its true construction, the licence was revocable.  It was a case of finding the true construction of the document from its terms and the circumstances underlying the transaction. Obiter, Lord Uthwatt said that an injunction is a possible remedy where there is an attempt to revoke in breach of contract (at 202).


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